The Many Adventures of Starswirl and Clover
by ILoveIcees
Summary: In an alternate universe, Starswirl the Bearded meets Clover the Clever. Clover is smart, and that puts her in danger. So the two of them devise a plan to escape... but things don't quite go according to plan.
1. Chapter 1

**Hello Icee lovers! Welcome to my very first MLP fanfic! I started out wanting this to be a series of one-shots, but after my rough draft turned into a final draft... well, this is what I came up with. Anyways, I hope you enjoy, and let's get on with it. Without further ado, here's chapter 1!**

**Clover's POV**

It was a normal day, very uninteresting. There weren't any other ponies with my imagination, it seemed. Only a few ponies allowed me to express my wild ideas, and one of them was a pegasus named Firefly.

"Clover!" she called out to me as I was walking down the gravel road. "Over here!" I galloped over to where she stood, looking at a new poster.

"What's that?" I questioned. Anything that could get Firefly this excited was worth asking about… plus I was pretty bored.

"This… This is… Oh! Just read it!" I rolled my eyes and looked at the poster. On it were three pegasi, all wearing uncomfortable-looking uniforms. It read: _Join the EUP! Now looking for fast and fearless pegasi! Auditions Wednesday, July 23rd. _I read it several times through. Firefly had told me countless times about how she was going to join the EUP as soon as they were accepting new members. She'd been practicing her flight tricks, and they were pretty good. Not only that, but she had done extensive research on wingspan, trajectory, speed. She had figured out that, with just the right movements, a pegasus could perform a legendary trick known as: the sonic rainboom.

"Oh my goodness, Firefly! That's great. But, wait, auditions are next month. How long will you be gone? Does Scarlet know?" I was flooding her with questions, partly because I was curious, partly because… She was one of my only two friends. The other was Scarlet Heart. Scarlet was a good friend, but she wasn't enough. I needed Firefly, too. I started thinking that maybe there was a spell I had learned to erase her short term memory, or maybe just make her not want to leave. But what kind of a friend would I be then? I waited for her to answer.

"Well, I don't know how long I'll be gone, but if I'm accepted… I guess I'll move to Canterlot. It's a big IF, and I haven't told Scarlet yet, but this is the opportunity I've been waiting for my whole life! I really hope you can be happy for me. I'll write everyday, I promise!" The blue-maned pegasus looked at me hopefully, and I sighed.

"Of course I'm happy for you, Fly. But you're leaving. And that's kind of a downer for me." She smiled at me, then put a hoof around my neck.

"Hey, it's not like I'll be gone forever. I'll visit." Suddenly, her eyes lit up, and she gasped excitedly. "_Or_, you guys could visit me! You could see me being accepted into the EUP, maybe even the Wonderbolts! Oh, I know! When I become an admiral or general, I'll make it to where the Wonderbolts can perform amazing stunts for all of Equestria! I'll show 'em the loop-dee-loop spin around combo! And the-"

"What's all this about Wonderbolts and loopy-loops?" called a soft voice approaching us from the street. Scarlet was walking towards us with her saddle bags loaded down with new art supplies. The paintbrush and canvas on her flanks were hidden, but you didn't need to see her cutie mark to know what her talent was.

"Hey, Scarlet. Firefly was just going on and on about how she's going to be captain of the Wonderbolts." Scarlet turned her head to Firefly. The red curls of her mane were slightly frizzing, and her left wing was hidden behind her bag. This was when something seemed… off.

"Is that so? I didn't realize all of those stunts of yours were… were for… for-" She fainted. Right there on the side of the road, she fainted. Firefly was quick to catch her, and raced Scarlet up to a big cloud. I cast a spell of flight, and joined them. Flying was quite the achievement for a unicorn, but controlling flight was a feat all its own. It took a lot of practice to learn how to fly properly. Firefly had offered to teach me some tricks, which I declined for fear that I would just confuse myself.

"How is she?" I asked once I reached the cloud. Firefly looked panicked.

"I don't know. She was moving while I was carrying her, but now she's not! Clover, what do we do?!" I thought I saw a nervous twitch, so I put my hoof on hers.

"Go get a doctor. I'll stay here and try to figure out what's wrong." Firefly nodded, and flew off at her fastest speed, which was probably close to the speed of sound. I looked down at Scarlet. The possibilities ran through my mind: hay fever? No; pony pox? No; the feather flu? No. I thought of all the known pegasus illnesses, and then _all_ the known illnesses in Equestria. But she wasn't showing symptoms for anything except… _the Dragon's Sleep._ But that was unheard of, unthinkable in such a small town.

"Excuse me," came a voice from below. Thinking it was a doctor, I peered over the cloud expectantly. I was slightly disappointed when I saw a young stallion standing there with a funny hat. He looked slightly shocked when he saw me, and I was intrigued.

"Can I help you?"

**Starswirl's POV**

I stared at her in disbelief. I had seen her once before, when Queen Celestia sent me through a strange mirror to retrieve a lost spell book. I didn't talk to her, but she was with me. An older version of me, but still me. This red-maned, brown-coated pony had to be a part of my future in some way. I had only called out because of a pink and blue pegasus frantically flying from that direction. I thought I might be able to help; I mean, I did know every single spell in Equestria. I cleared my throat.

"I, um, just thought I could help," I responded. She must not have been used to Trottingham accents, because when most mares would have been enamored, she simply stared curiously. "What's wrong?" She responded with a worried look at me, and then the cloud. Something was on the cloud, and I needed to see it. I cast a simple flight spell, and then a cloud walking spell, so that I was the equivalent of a pegasus. I flew up to the cloud, and the young unicorn looked at me funnily. And then I realized that, well, she was a unicorn. It was my turn to give a funny look. A small groan came from the thing on the cloud. I saw a red and white pegasus lying there, barely moving.

"She just fainted on the side of the road. I think the only thing it could be is the Dragon's Sleep, but-"

"It's not. DS victims get fevers and sunburns. Her body temperature is normal, and her coat's as white as ever." I paused. "Unless her coat is supposed tobe a different color?" She smiled.

"No, it's just white." I nodded.

"Well, I could be wrong, but I think her body just had a big shock she couldn't handle. Has she heard any alarming news lately?" She shook her head.

"Our friend was going to leave for Canterlot, but she didn't get to tell Scarlet. Oh, uh, this is Scarlet, by the way. Anyways, I don't know of anything big or shocking she might have heard."

"If you don't mind, I'd like to study her a bit more." She nodded, and I set to work.

**Clover's POV**

I watched the young stallion for a while before thinking to ask him something.

"What's your name?" I asked. He looked at me quizzically. I blushed a bit and looked down. "You know, I just thought I'd ask." He had pulled several books out of his saddle bags and was reading one when he answered.

"Starswirl. Most people call me 'Starswirl the Bearded'." He showed off his short brown beard. I chuckled. "What? It's true!"

"Okay, ," I replied.

"Well, what's your name?" he asked me. For a split second, I was unsure whether or not I could trust Starswirl. I had only just met him, of course. But, in that moment, when I looked into his deep purple eyes, I knew that he was a great stallion.

"Clover Clubs. But you can call me Clover." He smiled.

"Nice to meet you, Clover." He held out his hoof, which I shook.

"Clover!" Firefly's voice echoed through the sky. She seemed to appear out of nowhere, which obviously took Starswirl by surprise.

"Who's this?" Starswirl and Firefly asked simultaneously. I sighed.

"Firefly, Starswirl. Starswirl, Firefly." I turned to Firefly. "Did you bring the doctors?" She landed on the cloud beside Scarlet.

"When I got there, they said they'd send an ambulance carriage, but that was too slow. So I said I'll just fly her over lickety split!" Starswirl nearly doubled over.

"No! You can't move her too quickly or else it'll send her body into a relapse. All your friend needs is a little nap, and she'll be fine. But do NOT move her." Firefly suddenly got defensive. She started to hover, an instinct of all pegasi to show power.

"Now listen, Swirly. I don't know who you think you are, but you don't tell me what to do!" They were seconds away from destroying each other, so I stepped between them.

"Alright, alright! Break it up you two. Firefly and I will stay with Scarlet. Starswirl, it was nice meeting you."

"Actually, I think I could use your assistance, Clover. Would you come with me, please?" I looked back at Firefly, who was shaking her head furiously, then I looked at Starswirl. I knew I shouldn't have, I knew he was a stranger, but I guess I didn't care much. I was lucky, and that was represented by the four leaf clover on my flanks. With this reasoning, I jumped off the cloud and floated onto the ground below, right alongside Starswirl. He smiled at me, and I smiled back. He started walking down the road, and I followed.

**Firefly's POV**

I watched them. I just sat there, and watched my best friend walk off with some stranger. It wasn't like I could go after them, though. Somepony had to stay with Scarlet, and I guess that was me. As much as I hated to admit it, Swirly was right. Scarlet was better off just staying still. But, on the bright side, now I had some free time to kill to practice my moves for the EUP. I flew up and down at the speed of sound. I knew the routine like the back of my hoof. I was almost to the finale when I heard Scarlet call out.

"Firefly…? Where am I? What happened?" I flew down to talk to her.

"It's okay, you just fainted. You need to rest." She looked around, and her eyes widened.

"Where's Clover?" I didn't know what to tell her. I didn't want to freak her out too much.

"She's out for right now. She'll be back." Scarlet started to get up, but I pushed her back down. "Oh no you don't! You need to just lie down, Scarlet." She pushed my hooves off.

"Please tell me she isn't with a blue unicorn with a funny hat," she said. My body went cold, and Scarlet looked even more terrified than before. "We have to stop her or we'll never see her again!" It was all coming at me a bit too fast.

"Wait, how do you know?!" I blurted out. Scarlet looked skeptical, but told me anyway.

"The Lunar Princess." I then knew that we had to find Clover before it was too late.

**Starswirl's POV**

I led Clover to the tiny inn where I had been staying. Queen Celestia had sent to this small town, Ponyville, to study the magical abilities of unicorns outside of Canterlot. I didn't ask questions; I wasn't supposed to. Celestia gave me orders, I followed them, and she allowed me to keep my magic. She wasn't worried about the rest of the unicorns in Canterlot. They were all brainwashed into not wanting to use their magic. The outer towns were harder to control, even though their magic was less powerful. The Queen had told me to inform her if any unicorn had enough power to be a threat. I had asked what she would do to them, but I got no answers. The other towns I had encountered seemed pretty average: mostly pegasi and earth ponies, a few unicorns that weren't magic-wise. Clover was the only one that showed any potential- and she definitely had a lot.

"So, do you know a lot of spells?" I asked. For her sake, I hoped she would say 'no'.

"You could say that. I mean, there are only so many spell books in Ponyville." I felt my heart sink to the bottom of my stomach. That meant I had to turn her in, so she could be brainwashed or worse.

"Oh," was my meek reply. I stared at her for a moment, trying to decide what to do. Celestia would surely find out about her when she performed her mind sweep on him, so I couldn't lie. But I couldn't just turn Clover in, that would be cruel. Then I thought of a way to escape. There was room in Celestia's castle filled with different mirrors that led to different dimensions. There was a rumor that the room used to belong to the Lunar Princess, and that she watched over all the worlds. But it was just a rumor floating around the castle, no evidence to back it up.

"Starswirl? Are you okay?" Clover's soft voice questioned. Her emerald eyes opened into mine, and I knew that I had to get her to safety. I didn't know why; there was just a bond of sorts between us that hadn't completely formed, but it was there. "Starswirl?" she asked patiently. I walked toward her, and she blushed.

"Clover, this is very important. You're in danger, but I have a plan." She stepped back.

"Wait, what?!" I couldn't let her panic, so I tried to calm her down.

"Clover, I have a plan but it will only work if you trust me. Now, do you trust me?" Clover was breathing heavily, and she was beginning to pace.

"I'm in danger because of you, and you expect me to _trust _you?"

"Do you trust me?" She looked around, and then at the ground.

"Starswirl, I-"

"Do you trust me?!" I was growing impatient, and I couldn't help her if she didn't trust me. She looked up, studying me as if I were a picture.

"Yes," she finally answered. I nodded, put on my hat, and led her through the door.

"Hold on," I told her. Clover's hooves wrapped around my neck, and it was my turn to blush. "You ready?" I asked my voice slightly cracking. She nodded, and I cast the teleportation spell. _Don't worry, Clover_, I thought, _You and I will be far away from here soon._

**Welll? Did you like it? Did you not? Let me know by following, favoriting, and reviewing! Till next time:**

**~Peace Out~ Icee**


	2. Chapter 2

**Hello, Icee lovers! Welcome to the second installment of ****_The Many Adventures of Starswirl and Clover_****. So, if you actually started reading this, it probably seems pretty boring. But trust me, I have planned this story out chapter by chapter, and it gets better! Anyways, without further ado, here's chapter 2!**

**Clover's POV**

Teleportation was beautiful. I'd never teleported before Starswirl, and I couldn't believe my eyes. I saw a gorgeous mix of blues and purples sparkling and whizzing around us. It reminded me of a time when my Aunt Spades took me to the hill where she had first met my uncle. The sky there was clear at night, and all the stars were visible in an array of color.

When we finally stopped, I felt a bit nauseous from the intrusion of reality. I tried removing my hooves from Starswirl's neck, but just stumbled until I got my balance back. He laughed quietly.

"Was that your first time teleporting?" he asked. I nodded my head slowly. "That explains it. I was queasy my first time, too." I looked ahead of us and saw the immense form of Queen Celestia's castle. A minute or so passed before I could get any words out.

"Starswirl," I managed to choke out, "exactly _what_ kind of danger did you say I'm in?" He paused for a split second, and thought about the question.

"We don't have time to discuss this. We need to get up to-" He stopped at an intimidating glare I gave him. He sighed. "Okay, I'll tell you. But you won't like it." Starswirl proceeded to tell me how Celestia had brainwashed the thousands of ponies in Canterlot and the surrounding cities, and how she planned to do the same or worse to unicorns like myself. He told me his plan to get me out using a mirror that could lead to a different world.

"Okay, wait. How can I trust you when you've just openly admitted to working for the Queen that wants to hurt me?" I asked in disbelief.

"If I intended to hurt you, don't you think I would have done it by now? Anyways, it's not like I have a choice. If I want to keep my brain and my magic, then I have to work for the Queen. That's why I'm coming with you." He turned to the massive doors of the castle. "Let's go."

"Wait!" I whispered/shouted. He turned around to look at me. "What about my friends? And my family? I haven't even said goodbye." Starswirl looked at me like I was crazy.

"Are you kidding me? Look, I've already sent a message to your family explaining everything, but I'll never understand why a few random ponies mean so much to you."

I scoffed. "They aren't a few random ponies. And I it's not their importance that makes them special to me. It's their friendship. I guess you don't know much about that, though." We glared at each other for a moment. He sighed.

"Fine. Send them a letter. But be quick; we don't have time to waste," he said. I quickly conjured up a quill and some parchment, and wrote a letter to Firefly and Scarlet explaining everything. Once I was finished, I got rid of the quill and sent the letter. I walked up to Starswirl, and he didn't look at me. "Are you ready yet?" he asked. By this time, the sun was setting, telling me that it had been a few hours at least since Scarlet fainted. I nodded my head.

Starswirl led me through a door labeled _SERVICE_. We walked through what looked like a boiler room with a reddish tint. A few doors lined the walls; every now and then a shadow would show up from under the cracks. At the end of the hallway was a door that led to a stairwell. As we walked up the stairs, we heard voices. Starswirl froze.

**Starswirl's POV**

I stopped when I heard voices from the hallway at the end of the stairs. I cast an invisibility spell on me and Clover before continuing. I heard Clover struggling to climb the stairs behind me. "Almost there," I assured her. I was slightly annoyed at her, though. We could have easily avoided everypony if she hadn't stopped to write that letter.

When I reached the top of the stairs, I saw a large crowd gathered around something. Once I was sure that Clover was following me, I walked up to the crowd to see what they were looking at. In the middle I saw a purple unicorn named Twilight Sparkle. She was the newest edition to Celestia's advisors, and she had a powerful force of magic within her. Twilight adored the Queen; she didn't even get brainwashed. I thought she was the closest thing Twilight had to a mother, and Twilight was the thing Celestia cared about the most.

She was lying down, her mane ruffled slightly. Something was in her hooves, and it looked like a pile of blankets. The lump moved, and a baby unicorn was revealed to be sleeping. Its coat was midnight blue, its mane was both pink and yellow. Standing nearest to the mother and child was a proud member of Celestia's guard, Flash Sentry. He looked sadly over the scene.

I felt bad for the pegasus. He had liked Twilight ever since she'd arrived. I wasn't close friends with either one, but I didn't need to be to see the attraction between them. Flash was heartbroken when the Queen arranged for Twilight to marry the prince of the Arctic North, Frostbite. I'm pretty sure Twilight fell in love with the prince over the course of their marriage, and she ended up pregnant. The child she was holding was obviously his.

I shook my head and continued walking. When we got a safe distance away, Clover asked me about it. "What was that about?" I heard her ask.

"Celestia's prized pupil just had her first filly," I responded. I removed the invisibility, and saw Clover looking at me. I shook my head and continued walking. After a few minutes of walking, we reached the room. Slowly, I opened the door. The room looked void of anypony.

"May I help you?" asked a voice I didn't recognize. My blood ran cold, and I looked around to see who had asked the question. My eyes found a tall mare standing in the corner of the room. She had a flowing mane of the night, and her coat was as blue as Twilight's filly's. She spoke with a calm and sophisticated voice. "I know why you are here, young Starswirl. My name is Luna."

I hesitated. "As in, the Lunar Princess?" She nodded her head.

"My sister does not speak of me anymore. I see I have become a mere pony's tail," she said. "Now, which mirror would you like for me to open?" I hadn't even thought about how we were going to open one of the mirrors.

"Any mirror will do, I suppose," I replied. The princess nodded and looked at the one closest to me and Clover. Blue magic lit up her horn, and an alarm went off. Clover jumped and turned towards the door, and I followed suit. Three guards were at the door. _Why didn't I lock it?_ I asked myself. Clover's horn lit up with swirling green magic, sparking like lightning.

"I cannot be disturbed!" Luna shouted, and Clover and I were tasked with protecting her. Clover shot a beam of electricity at the first guard, knocking him unconscious. I turned the weapons of the second guard into a couple of ropes so that I could tie him up. But the guard was skilled. He turned the ropes into snakes and sent them after me. The third guard rushed Clover, and she didn't respond quick enough.

"Star..swirl," she managed to choke out. The guard was pinning her to the ground, and she couldn't breathe. I quickly turned the snakes into chains and used them to knock out the guard attacking me. I ran over to Clover's guard and shoved him off her. He hit the ground hard and groaned. I felt Clover's pulse and was relieved to feel her heartbeat. I lifted her onto my back.

"Hurry!" Luna shouted. I ran as fast as I could and jumped through the mirror. I felt my body shifting, and bright colors flashed around me, blinding me. I tried feeling for Clover, but she had fallen off my back. Before I could think about it, I felt my body hit a hard surface. I waited a few seconds before opening my eyes. I saw a dark forest with overgrown vines all around. Up on a mountain was a cave I figured we could use to lay low for a while. I looked around and saw Clover on the ground. I carefully picked her up and placed her on my back. Using most of my energy, I teleported us to the cave. I started thinking to myself. _What now?_

**Soooo? Did you like it? Did you not? Let me know! Hope you enjoyed.**

**~Icee~**


	3. Chapter 3

**Hellloooo! So, if you haven't figured this out, I'm trying to post a chapter of this ASAP. I work on this story every chance I get, because I think that this is a very original idea, and I really want to continue working on it for a long time. So, without further ado, here's chapter 3!**

**Clover's POV**

I groaned when I woke up. I felt a cold, hard surface beneath me, and heard faint crackling noises from nearby. With a great effort, I forced my eyes open. Starswirl was reading a book titled _A Unicorn's Guide to Survival_. I looked around and saw that we were in a damp cave. Outside the opening, rain was pouring down. Carefully, I attempted standing up, but tripped when I began moving. This caused Starswirl to turn his attention to me. He rushed over and helped me sit up.

"You really should just rest," he told me. His voice was hoarse, and I saw little dark ringlets beneath his eyes.

"What happened? Where are we?" I didn't recognize the dark forest outside. After I blacked out, I was sure that we weren't going to make it out. I wondered if Celestia had simply banished us.

Starswirl sat back down. "We made it through a mirror. This is an alternate world," he replied. "I haven't been to explore it yet, with you being unconscious." I studied the walls of the cave, and noticed a few chips in the rocks where Starswirl must have tried to strike a fire.

"How long was I out?" I asked, praying it wasn't too long.

"About half a day," Starswirl said, pulling his book back to his face. The rain seemed to be clearing up, and I was starving.

I walked up to Starswirl, slowly getting my balance back. "Can we please get something to eat? I'm hungry, and I'm sure you must be, too," I asked. He looked up from his book, then at the entrance to the cave, then at his stomach, as if trying to determine whether or not this was a good idea. "Please?" I pleaded.

He sighed. "Okay, but let's not get crazy. We eat, observe, then come back. You never know when there could be another _you_ walking around," said Starswirl. I jumped up and made a brown tweed cloak appear to wrap around myself. Starswirl created a dark purple cloak appear, decorated with bright stars. He picked up his hat, and walked with me to the exit. "Ready?" he asked. I nodded.

**Starswirl's POV**

Clover and I walked for what seemed like hours before we reached any civilization. The forest had begun to thin, and there was now a clear dirt pathway to follow. Clover was speeding up slightly, and soon we reached the edge of the forest. A large sign was there, welcoming us to…

"Ponyville? That's where I live, but it looks so," Clover paused, "…different." She was right. The dark and gloomy town was now bright and colorful, full of busy ponies of all species. I had to grab Clover's cloak to keep her from running in without thinking.

She stared at me with slight agitation. "Wait, Clover. We need to keep a low profile, remember? Let's find somewhere to eat," I told her. She looked at the small town and walked through the gates. I stayed by her side, observing the numerous ponies. Clover stopped and was looking at a building. It looked like a small bakery.

"What about there?" she asked. I didn't have time to answer, because a second later she was dragging me along with her into the store. When we entered, I smelled the sweet scent of cake batter. Several ponies were in line ahead of us, and an overactive pink pony tended to the cash register. It looked like the currency used here was the same as in our Equestria, which was good, seeing as I still had plenty of bits.

Once we reached the front of the line, the pink pony took in a long, loud, exasperated breath, and ran up the flight of stairs behind the register. Clover and I looked at each other, surprised. A few moments later, the pony rushed back down the steps with a small white box and a mini cannon. My eyes widened and I took a step back.

Seconds later, the pony had blasted the cannon and placed the box in front of us. "Hi! I'm Pinkie Pie, and I threw this party just for you! I saw you and I had never seen you before and that meant you just got here and that meant you had no friends so I got my party cannon and threw a party and now everyone here is your friend!" She giggled. "So, what are your names?" Well, so much for keeping a low profile. I didn't want to seem suspicious, so I answered Pinkie.

"I am Starswirl the Bearded and this is Clover… the Clever," I responded. Out of the corner of my eye, I saw Clover smile a crooked smile. "Listen, Pinkie. This is very nice and all, but we're only passing through, so-" I was cut off by a delicious lemon cupcake being stuffed into my mouth. I looked at Clover and saw that she was the culprit. She had opened the box and was smiling as she gazed over the many cupcakes inside.

She smirked at me. "Lighten up, Starswirl. We can enjoy the party for a bit, right?" she asked. Clover looked up at me with her big puppy dog eyes. I rolled my eyes.

"Fine, _you_ can stay for a while. I'm going to finish reading my book over in that corner." I tilted my head towards a table in the corner of the small building. Clover's smile widened, and she hugged me before running off to socialize and look over the delicious pastries. I blushed before walking over to the table and pulling my book from my saddle bag. I tried reading it, but couldn't concentrate. After a few tries, I gave up and closed the book. A wave of exhaustion passed over me, and I played my head down on the table's surface.

I wondered why I had even bothered with Clover. She certainly wouldn't have been the first unicorn I turned over to the Queen. When I had done it, I kept telling myself that it was so that she could be my apprentice. But it became clear to me that this was not the case. Clover was a part of my future, of that I was sure. It was now time to decide how.

Sometime during the party I must've fallen asleep, because Clover had to wake me up. "What time is it?" I yawned out. As I sat up, I stretched my legs. When I got a good look at Clover, I saw that she had acquired a black eye. "What happened?!"

She shrugged. "Long story."

**Clover's POV**

A couple hours after we had met Pinkie Pie, the party was beginning to die down. Most of the sweets were gone, and the sun was setting. I looked at Starswirl, who was using his book as a pillow to nap on. Smiling to myself, I began putting a few cookies in my saddle bag. I knew Starswirl would want something other than cupcakes to snack on in the cave.

I heard the bell above the door ring, and I looked to see who had entered. A buff tan pegasus was approaching me. His steps were slow and wobbly, and the smell of alcoholic apple cider emitted from him. I quickly turned away, hoping he would just leave me alone. Unfortunately, he didn't.

"He-_ey, _babe. Why _do_-don't ya come on o_-ver_ and give me a lit-_tle _smooch?" His words were slurred, and he put his hoof around my neck, forcefully pulling me towards him. I pushed him off, and he growled.

I scoffed at him. "Little early to be getting drunk, don't you think?" I said sarcastically. He scowled and got closer to me, reaching his hoof out to grab me again. I dodged his first attempt, but the second time his hoof nailed me in the eye. My reflexes made me cast a defense spell. The shield knocked the stallion to the ground, and I placed a hoof over my eye. I saw my reflection in the store window, and saw a hideous black eye forming. I groaned loudly and went to wake up Starswirl.

"What time is it?" he asked, sitting up. "What happened?!" He sounded worried, and that made me jump a little on the inside. It was kind of concerning that I wanted Starswirl's approval, but I didn't want to think about it.

I sighed. "Long story." As Starswirl stood up, I saw him casting a spell I didn't recognize. The pain from my eye slowly died away, and a warm sensation spread across my body. "Woah… Was that you?" I asked him. He nodded, and I was amazed. "You know healing spells?" He nodded again.

"I'd love to tell you all about it, but can we get back to the cave? I'm more interested in how that black eye of yours came to be," he said. I followed Starswirl out of the bakery and back to the edge of the forest. "Come on. I don't feel like walking." He gestured to his back, and I gently put my hooves around his neck. Starswirl teleported us to the cave, and I made a mental note to make him teach me about teleportation.

I began telling him about the tan pegasus and how he gave me a black eye. With each word, Starswirl tended to the fire with more and more force, until I was pretty sure he would hurt himself. "Are you okay?" I asked when I finished my story. He stopped messing with the fire and came to sit down next to me.

"Yeah, it's just," he started, pausing to think, "it makes me wonder how you can have any friends when you know that they could turn into something like… _that_." He looked at me, expecting an answer.

I sighed. "Swirl, you need friends. I'm your friend, you can test me out if you want. But you have to learn to _trust_," I responded. I didn't regret calling him a nickname, it was a friend-thing.

"And _you_ have to learn to not trust everypony you meet." He turned his head away, and I scoffed.

"I trusted you, didn't I?" When I didn't get a reply, I stood up and walked to the side of the cave. "I guess that was a mistake." I conjured up some blankets, lay down on them, and drifted off to sleep.

**Welllll? Did you like it? Did you not? Let me know by Following, Favoriting, and Reviewing!**

**~Icee~**


	4. Chapter 4

**Starswirl's POV**

After Clover had walked off, I mentally facehoofed myself. I was confusing myself more and more every second I spent with Clover. On one hoof, I had been taught to not be close to anypony my whole life; it could only lead to both of us getting hurt. But Clover had made the point that that was no way to live. I looked one last time at her before heading to sleep.

When I woke up the next morning, my muscles were all sore from the uncomfortable cave ground. I walked to where our small fire had died out overnight. Groggily, I walked over to the cave entrance, and saw Clover trying (and failing) to teleport. She noticed me watching her and scoffed.

"What do you want?" she asked. I walked out into the clearing to meet her, but she took a step back.

I reached a hoof out. "Let me help you," I replied. Clover turned her head away from me. A sharp sting shot through my heart. "Please."

She turned her head back around to face me again. Several times she opened her mouth to speak, but each time she seemed unsure of what to say. Finally, Clover made up her mind. "Starswirl… are we friends?" she questioned.

I was relieved that it had been nothing more than a little doubt. To be completely honest, Clover _was_ my friend, whether I liked it or not. "Of course, Clover. In fact," I responded, "I think you're the first real friend I've ever had." Clover beamed and hugged me.

"So, I was thinking that today we could talk to some ponies, try to find out some things about this place," she said when she finally released me. "I think there's a library around here somewhere." I nodded, and we began the trek to the small town.

As we were walking, I noticed Clover muttering some things to herself about spells and stuff. "So, what were you working on back there?" I asked curiously. She looked up at me, a little embarrassed. She shook her head.

"It's nothing," she replied, looking back at the ground. I moved in front of her, walking backwards on the dirt road.

"Come on, you can tell me," I assured her. I noticed that most of our conversations consisted of me getting her to just talk to me, or vice versa.

Clover sighed. "Well… I was just teaching myself- not that I didn't want you to teach me- some teleportation. I know I should've told you, but I was frustrated, and learning helps me deal with stress." She looked up at me with her puppy dog eyes (not that she needed to). "You know?"

I chuckled to myself. "You'll never be able to teach yourself, especially without any books. I'll teach you; you can be my apprentice." Clover raised an eyebrow.

"Really? I thought you didn't trust anypony," she replied. I _had _told her that, but I was beginning to rethink my statement.

"I don't. But you're not just _anypony_," I told her. For a moment, I thought I saw a bit of a blush appear on her orange coat. But it soon vanished, and I saw her eyes widen. "Look out!" she warned. I was still trotting backwards, and I turned around a little too late. I crashed into a pony pulling a heavy looking cart.

I shook my head and stood up. "_Hey_!" a gruff voice shouted. I looked down to look at the stallion I had just run into.

**Clover's POV**

It was terrible. Starswirl had run into the same tan pegasus that I had encountered the night before. He was pulling a cart full of various cooking ingredients- I noticed an unsettling lack of baking cider. Starswirl must have recognized the description, because I noticed him tense up when he regained his balance.

The pegasus growled and squinted his eyes to get a better look at us. His eyes widened as soon as he got a good look at me. "Well, well, well. Who's your friend, Ginger?" The stallion turned his head to face Starswirl, who had a look of disgust on his face. "Don't worry. I'll take her off your hands for a while."

Starswirl's horn lit up with bright purple magic, and a beam shot straight at the pegasus. He didn't even flinch. The stallion casually trotted closer to me once the beam was cut off. I looked at Starswirl; he had a panicked expression.

"H-how…?" I began, but couldn't finish. When the pegasus took another step closer, I felt a surge of power flow through my body. Suddenly, I felt my knees go week. Green flames formed a bubble around the stranger, but he came out unscathed. _Great_, I thought to myself. I had just weakened myself for no reason.

Starswirl jumped between me and the pegasus. Bright purple lights swirled around him. I heard him chant something in a foreign language. A thin crystal film crashed around the stallion, and I had a feeling Starswirl was going to do something much worse than knock him out. I stood up and placed my hoof on his shoulder. The magic slowly died away, and the pegasus was hunched over, coughing and wheezing.

He looked up at the two of us. "Look, I just need the mare. It's my job," he said, his voice cracking. I gave him a look that said '_Really?_'. "It's true! The dragon that used to live in that cave sent me." He gestured to the cave we were currently staying in. Starswirl glared at the pegasus.

I did the same. "And you need me _why_?" I asked. "Last night I'm pretty sure you were drunk, and you just thought I was a vulnerable little filly." The stallion shrugged, and rubbed his head.

My ears perked up at the sound of a slight chuckle in the breeze. An eerie, cynical voice began to speak. "I don't _need_ you. But I can't deny myself and my son _fresh meat_." A large, slender dragon emerged from the surrounding forest, her pale blue scales catching the morning sunlight. The tan pegasus melted away into a smaller, winged dragon.

I stood my ground, green sparks flying around my horn. Starswirl stood beside me, a book floating in front of him. "Now the baking ingredients make sense," he whispered. Yes, I guess the ingredients were intended for us- er, me. I suddenly realized that the dragon had been expecting me in the cave, alone. They apparently hadn't seen Starswirl with me; I was perfectly fine with that.

**Starswirl's POV**

Well, the good thing was that I came off as a surprise. The dragons weren't expecting _two_ powerful unicorns. Clover shot me a smirk and winked. I quickly turned to face the two dragons. The magical aura inside me channeled into my horn, until blood red sparks began to emanate from it. In the back of my mind was a banishment spell I'd read about a few months back; it was to send somepony- or dragon- thousands of miles away. To tell the truth, I had no idea if the spell was safe. I think Clover started to cast a spell, but stopped in the middle of it.

The screeches of the dragons could be heard over the electricity of the spell. When the red smoke cleared, the dragons had disappeared. I sighed with relief and glanced at Clover. She had a look on her face- it was one I had seen many times: fear. I had never once cared if any of the unicorns I turned in to Celestia wore that look. But, somehow, it was different with Clover, and I knew why. She was the one pony I'd ever gotten close to.

"What's wrong?" I asked, trying to keep my voice as casual as possible. She shook her head, looked at me, then shook her head again.  
It seemed like she was looking for something, but when she couldn't find it, she asked me a question.

"What did you just do?" Clover asked. Her voice was emotionless, though her eyes revealed a sense of betrayal. I had learned to read people's… What do I even call it? I don't know exactly how to put it, but back then I could sense when somepony was feeling a very strong emotion. I guess I must've picked it up from watching Queen Celestia do all of those mind wipes.

Anyways, I noticed that Clover had begun slowly backing away from me when I didn't answer for a long time. "Clover, it's not what you think. I just sent them away from here-"

"Don't lie," she said sternly. Her eyes were filling with a few cold tears. "Please, don't lie to me." My ears lowered, and I bent down to the ground with shame. After a long time, I thought she'd left. But I was proven wrong once I felt her put a hoof on my back. "It's okay, whatever you did. What's _not _okay is lying to the only person you claim to trust in this world." I stared up at her. A hint of forgiveness was in her eyes, but I knew that it wasn't enough.

"It was…" I sighed, "a banishment spell. I don't even know if it was safe. It was just something I read in a book someplace." Clover nodded hesitantly, and didn't speak to me the whole way to Ponyville.

As we entered the small town, I noticed it was busier than it had been yesterday. I lead the way to a tree-like building off to the right of one of the walkways. The sign in front told me it was a library- the perfect place to begin studying this world. My hoof reached out, but Clover stopped me.

She cleared her throat. "Um, in case you have forgotten, we haven't eaten today. _And_ we should probably find some way to earn money," she said. I sighed, and as if on cue, my stomach growled. Clover was right; we needed our energy. We still had plenty of time to study. We weren't planning on leaving any time soon.


	5. Chapter 5

**Clover's POV**

While walking down the dirt roads of Ponyville, I made a mental note of each shop with a "Help-Wanted" sign. Starswirl seemed to have an amount of bits that would last for a long amount of time, but I didn't really know. He didn't ever share anything with me; getting him to talk was like pulling teeth. We stopped at a small cafe and sat at an outside table. Most of the menu items were fairly expensive, so I just got a petunia sandwich. Starswirl got carrot soup. Once we paid the waiter, I decided it was time to discuss the game plan.

I cleared my throat. "So, I was thinking that after we visit the library we could look for jobs. You know, to have a source of income," I suggested. He nodded his head in agreement, soup dripping down his beard. I wrinkled my nose. "Does food _always_ get in your beard?" After a moment, he swallowed.

"_Maybe_…" he replied. I rolled my eyes, and he shrugged. "Actually, Clover, I've been meaning to ask you something." I leaned forward, prompting him to go on. "What exactly _is_ your cutie mark?" I giggled at such a silly question.

I decided to answer after my laughter had died down. "Well, I got it after trying basically every skill a pony can learn. I was pretty good at whatever I did, though not exceptional. I realized that I don't want to be good at just one thing. I wanted to be good at a lot of things at once. So I'm basically a 'jack of all trades'." Starswirl was just staring at me, mouth full of soup.

Slowly, he swallowed. "So let me get this straight: your special talent is being good at everything?" I nodded and took a bite of my sandwich; it was surprisingly satisfying. "Well, my special talent is magic. Not much to say there."

"I have a question for you, now. Why do you always wear that hat?" I asked.

Before answering, he looked up into the brim of his hat. "When Celestia was making me… do things… I had a feeling that she might want to eliminate me one day. So I enchanted this hat to protect my mind. If she wanted to erase my magic, she wouldn't be able to," he answered. I smirked thinking about how smart Starswirl was in comparison to everybody else. After a while, our conversation drifted into innocent playfulness, and we learned a lot about each other through questions and answers.

Once we finished eating, we headed back to the library. As we entered, a small bell jingled above the door. A blue mare with a white mane greeted us. "Welcome to the Ponyville library. I am the great and powerful Trrrixie! How may Trixie help you?" she said in an arrogant tone.

Starswirl and I looked at each other with confused looks. "Er, we were just looking for the history books," Starswirl responded. Trixie tilted her head to a case of books labeled _Equestrian Lore and History_. I nodded my head to say thanks, but she just scoffed. Starswirl pulled me over to the shelves.

"You know, you two could be related," I stated. He shot me an annoyed glance and began shuffling through the books. "I'm serious! If she got an attitude adjustment, she could be your sister. Her coat is the same shade as yours, her eyes are the same shade, and let's not forget the hat and cloak!" I looked from Starswirl to Trixie, pointing out the similarities in their appearances.

Eventually, he put a hoof out to shut me up. "Clover, would you please just help me look through these books?" I nodded and began searching the shelves.

**Starswirl's POV**

As I continued reading through the books, I noticed that most of history involved Celestia- _Princess_ Celestia- and the Lunar Princess- Princess Luna. And, if that wasn't strange enough, I saw where I had lived a thousand years ago, and had died of old age. Clover was put down as my apprentice, but I couldn't find anything else on her. In one of the newer books, I saw where there were two other princesses: Princess Mi Amore Cadenza, of the Crystal Empire, and Princess Twilight Sparkle, the princess of friendship. I was confused; Twilight was certainly a powerful unicorn, but how could she have turned herself into an alicorn? It was practically impossible. Clover pointed out something in one book about the elements of harmony. It turned out they were some pretty powerful objects, solving almost every problem in Equestria.

I sighed. "You know what this means, right? It means we can't be seen in public, or somepony might recognize us," I stated. Clover's attitude visibly saddened. I put my hoof on her shoulder. "I know it's hard, but we can't just leave now. We don't know where they keep the mirrors in this world."

She pushed my hoof off. "I know, but if it's that dangerous, how come nopony has recognized us yet? We've been walking around in public for almost two days! Not even the librarian noticed," she replied. I thought it _was_ rather strange that we hadn't been spotted. Did the ponies there really not care about their own history? Before I could respond, however, I heard a small jingle, and looked to see who had entered. Standing in the door was a regal looking Twilight Sparkle. I felt my heart rate quicken as she stared at me.

"You… You're… Starswirl the Bearded! Oh my goodness! How can you be here?! Have you just written the time travel spell?! It must be so amazing to be able to see the future! What's it like in the past? I've never had a primary source before! Princess Celestia will be so excited! You're Starswirl the Bearded! And Clover the Clever! I mean, I didn't believe Pinkie when she told me, but I just had to be sure. How can you be here?!" she blurted out. During her little outburst, she had begun circling me and Clover, studying us like statues. _I suppose somepony cares about history,_ I thought.

When she finally stopped, she was staring at me with a gigantic smile on her face. "I, er, well, not exactly time travel… can we discuss this somewhere private?" I answered meekly. Twilight nodded rapidly, grabbed mine and Clover's hooves, and teleported us.

Once we reached our destination, I had to catch Clover before she toppled over. It's a good thing I caught her, too; the floor she was about to hit was made of hard crystal. I looked around and noticed a large table with six thrones surrounding it. Twilight gestured for us to sit in one of them. I took the one with a lightning bolt on it, and Clover sat in the butterfly one. Twilight sat in the largest throne, across from us.

I cleared my throat before attempting to speak. "Clover and I are from a different dimension, an alternate reality." I proceeded to explain to her about the mirrors and why we were running. All the while she payed attention to every little detail I gave, and hung onto every word I spoke. After I finished, she pulled out a quill and some parchment.

"Spike!" she called. A short, purple dragon came running through the doors. Twilight levitated the quill and parchment over to him, and he took it. "Take a note please, to Princess Celestia." I saw Clover get paler, and her pupils shrunk. I gave her a look of comfort, but it must not have worked, because the next second she was breathing heavier. "Dear Princess Celestia, I must inform you of some news from Ponyville…" she dictated the rest of the letter, and Clover was shaking by the time Twilight had finished. "Okay Spike, send the letter!" Clover opened her mouth to protest, but the letter had burst into flames before she had a chance.

Clover shrunk down in her seat, lying her head down in defeat. Twilight looked over her and raised an eyebrow. I gave her an apologetic look. "Er, Twilight, I don't suppose you have an extra room here we could use?" I asked.

Twilight beamed. "Of course! Please feel free to stay as long as you like! Follow me," she replied. Nudging Clover out of her seat, I began to trot down the hall. We stayed some distance away from Twilight so that we could speak to each other in private. "You okay?"

She sighed. "Not really. I know things are different her, but what if the Queen's not? What if I'm still in danger?" The words were distant and shaky, as if she were talking to herself. I tried to respond, but was once again interrupted by Twilight.

"Here you are! Starswirl, your room is on the left, and Clover's is on the right. Do you need anything else?" Twilight asked.

"No, we're good. Thank you, your highness." She nodded with a huge smile on her face, and seemed hesitant to leave. After she finally left, I pulled Clover into my room. "Don't worry. I would never let anything happen to you."


End file.
